Artist’s Agreement

TL;DR (for convenience only — this summary does not modify the Agreement):

1. Definitions.
2. You own your content and all IP.
3. You grant Phuzzlings a non-exclusive, worldwide, royalty-bearing revocable license limited to creating/displaying puzzle files and reasonable promotion (no AI training).
4. We display your name and links with your content..
5. We preserve metadata (EXIF/IPTC/C2PA) where technically possible and show attribution in-app regardless
6. Your content must be lawful and comply with our guidelines; DMCA process available.
7. Revenue share: you receive 10% of Net Revenue attributable to your puzzles. Payouts typically ~5 weeks after month-end, via PayPal or ACH, with a $100 minimum (smaller amounts roll over). For 2025 this is applicable to U.S. creators only (W-9 required). Adjustments for fraud/refunds/chargebacks/invalid activity may be netted against payouts.
8. Charities: Phuzzlings allocates 10% of non-attributed revenue to charity. You may elect to route your share to charity; if your routed monthly share ≥ $1,000, you may choose the charity (eligibility applies). Public announcement only with your consent.
9. Removal & control: you can remove your content; we stop new distribution promptly (caches may persist for a limited period).
10. We don’t share or sell your private information
11. Warranties & disclaimers of both parties..
12. Indemnities.
13. Liability limits.
14. General terms (governing law, notices, assignment, termination, severability).

Parties. This Creator Agreement (“Agreement”) is between Phuzzlings Corp, a Florida company (“Company”), and [Your Name] (“Creator”). Each a “Party,” together the “Parties.”

1. Definitions

1.1 Content: Images, titles, descriptions, and other materials Creator supplies.
1.2 Phuzzle Files: Digital files derived from Content that enable gameplay (including thumbnails/previews).
1.3 Services: Company’s apps, websites, APIs, and distribution via app stores, CDNs, and service providers.
1.4 Net Revenue: Gross receipts from ads and/or in-app purchases attributable to Creator’s Phuzzle Files minus (i) platform/store fees, (ii) ad network fees, (iii) payment processing fees, (iv) taxes/VAT collected on behalf of authorities, (v) refunds/chargebacks/fraud, and (vi) third-party data/hosting/CDN costs directly tied to delivery of Creator’s Phuzzle Files and Content (exclusions itemized in monthly statements).
1.5 Attributable: Revenue measured by Company’s telemetry reasonably linking impressions/plays/purchases to Creator’s Phuzzle Files using consistent methodology across creators.

2. Ownership; No Work-for-Hire

2.1 Creator owns the Content and all intellectual property rights.
2.2 Nothing here converts the Content into “work made for hire.”

3. License Grant (Narrow, Non-Exclusive)

3.1 Creator grants Company a non-exclusive, worldwide, royalty-bearing license to (a) reproduce, adapt, and transform the Content solely to create Phuzzle Files; (b) display, perform, distribute, and transmit the Phuzzle Files through the Services; and (c) use thumbnails/previews and in-app screenshots for promotional purposes of the Services and Creator’s Phuzzle Files.
3.2 No sublicensing except to Service Providers (hosting, CDN, analytics, app stores) strictly to operate the Services.
3.3 No AI training: Company shall not use Content or Phuzzle Files to train, fine-tune, or evaluate machine-learning models (except standard, non-content-derived fraud/abuse detection).
3.4 Reservation of rights: All rights not expressly granted are reserved by Creator.

4. Attribution & Links

4.1 Company will display Creator’s chosen display name and links (e.g., shop/portfolio) where the Services show the Content/Phuzzle Files.
4.2 Creator warrants they have the right to share such links.

5. Metadata & Provenance

5.1 Where technically feasible, Company will preserve IPTC/C2PA-style metadata and maintain internal provenance records.
5.2 Some platforms strip metadata; Company will maintain attribution in UI even if embedded metadata is removed downstream.

6. Content Standards; Takedowns

6.1 Creator represents Content does not infringe third-party rights, contain unlawful material, or violate the Services’ content guidelines.
6.2 Company may remove/suspend Content that appears unlawful or violates policy, providing notice to Creator where legally permitted.
6.3 DMCA: Company maintains a DMCA policy and designated agent; Creator may use the takedown/counter-notice process.

7. Revenue Share; Reporting; Payouts

7.1 Share. Company shall pay Creator 10% of Net Revenue attributable to Creator’s Phuzzle Files.

7.2 Statements (Timing). Company will issue monthly statements for each calendar month within five (5) weeks after month-end, aligned to the timing of platform remittances (e.g., Apple/Google). Each statement summarizes: (a) attributable impressions/plays/sales; (b) gross receipts; (c) itemized deductions to reach Net Revenue; (d) Creator’s share; and (e) carry-forwards/adjustments. If a platform remittance for a given month is delayed or adjusted, the statement and any related payout for that month may be deferred to the subsequent cycle and reflected as an adjustment.

7.3 Payouts (Cadence & Threshold). Company will pay amounts ≥ USD $100 by PayPal or ACH within fourteen (14) days after Company’s receipt of the corresponding platform remittance for that month (Company typically receives such remittances about three (3) weeks after month-end). Smaller accrued amounts roll over to the next cycle.

7.4 Taxes (2025 scope). For calendar year 2025, eligibility for revenue share is limited to U.S. persons/entities. U.S. Creators must furnish a valid Form W-9 (and any required state/local tax details). Company will issue Form 1099-NEC to qualifying U.S. payees. Non-U.S. Creators may participate in the Program in 2025 without revenue share; Company will announce non-U.S. onboarding (including W-8 forms and any required withholding/reporting) in a later period.

7.5 Adjustments. Refunds, chargebacks, suspected or confirmed fraud/invalid activity, platform clawbacks, and currency/tax corrections may be netted against the current or subsequent payout cycle(s). Company may temporarily withhold or offset amounts pending investigation of anomalous activity.

7.6 Audit Right. Once per twelve (12) months, on at least fifteen (15) business days’ prior written notice, Creator may have an independent CPA perform an Agreed-Upon Procedures review of revenue-share calculations for a selected three-month period. If a variance greater than 5% is found in Creator’s favor, Company will pay the shortfall and reasonable audit fees; otherwise, audit costs are Creator’s.

7.7 Non-U.S. Creators; 2026 Retroactive Credits. Company expects to commence revenue-share payouts to eligible non-U.S. Creators on or after the Non-U.S. Program Start Date during the calendar year 2026. For usage occurring on and after January 1, 2026 through the Non-U.S. Program Start Date, Company may calculate Retroactive Credits equal to the revenue share that would have applied during that period. Any Retroactive Credits will be credited and paid in 2026 only after the non-U.S. Creator completes tax onboarding (e.g., valid W-8BEN/W-8BEN-E), and subject to all applicable withholding and reporting requirements and the USD $100 payout threshold. Retroactive Credits, if any, will be paid within sixty (60) days after (i) successful tax onboarding and (ii) Company’s receipt of the corresponding platform remittances for the credited months. Nothing in this Section 7.7 creates an obligation to pay revenue share to non-U.S. Creators prior to the Non-U.S. Program Start Date; amounts are not earned and not due until credited by Company under this Section.

8. Revenue Sharing and Charitable Allocations

8.1 Company Charitable Allocations (General Pool). Company will allocate ten percent (10%) of Net Revenue that is not attributable to any Creator’s Phuzzle Files (e.g., general user participation and other non-attributed activity) to one or more qualified charities selected by Company (each, a “Charity Allocation”). Company may aggregate and remit Charity Allocations on a monthly or quarterly cadence consistent with its standard accounting processes.

8.2 Creator Opt-Out to Charity (Default). A Creator may elect to forgo their revenue share (in whole or in part) for one or more months or for specific Phuzzle Files. For any period or content covered by such election, Company will allocate the corresponding Creator Share to a qualified charity selected by Company as a Charity Allocation. The election may be made or revoked prospectively via the Creator dashboard or written notice, and will apply from the next accounting cycle unless otherwise confirmed by Company.

8.3 Creator-Directed Charity (≥ USD $1,000 Trigger). If, during any single calendar month, a Creator’s accrued share attributable to their Phuzzle Files is USD $1,000 or moreand the Creator has elected to route that share to charity under Section 8.2, then for that month’s allocation the Creator may designate the recipient charity, subject to Section 8.5 (Eligibility & Compliance). If the designated charity is ineligible or cannot be verified within 30 days, Company may substitute an eligible charity and will use reasonable efforts to consult the Creator on alternatives.

8.4 Publicity Regarding Charitable Support. Where a Creator’s routed share meets the threshold in Section 8.3, Company may (with the Creator’s prior consent and reasonable participation) issue a press release or public announcement noting the amount allocated and the recipient charity. Any use of the Creator’s or charity’s names, logos, or marks will follow their respective brand guidelines. The parties will coordinate reasonable timing, quotes, and approvals.

8.5 Eligibility & Compliance. For U.S. recipients, charities must be organizations recognized as Section 501(c)(3) public charities in good standing (or the closest equivalent in other jurisdictions). Company may conduct customary diligence and may decline or replace any recipient that is unverified, legally restricted, subject to sanctions, or otherwise ineligible under Company policy. Charity Allocations are made by Company in its sole discretion as part of its corporate charitable support program and are not transfers made by or on behalf of the Creator.

8.6 Accounting; Statements. Monthly statements (Section 7.2) will indicate (i) the portion of Net Revenue subject to Charity Allocations under Section 8.1, and (ii) any Creator Share routed to charity under Sections 8.2–8.3. Where practical, Company may also publish aggregated figures on its public Trust page.

8.7 Tax Treatment; No Receipts to Creator. Charity Allocations are payable by Company and will be recorded on Company’s books. Creators will not receive tax receipts or acknowledgments from the recipient charity, and no part of a Charity Allocation shall be treated as paid or assigned by the Creator. Nothing in this Section creates a partnership or agency between Creator and the recipient charity.

8.8 No Quid Pro Quo. Charity Allocations are not conditioned on, and shall not provide, any material benefits to Company or to any Creator beyond reasonable public recognition (e.g., press release under Section 8.4).

8.9 Definitions. “Qualified charity” means a nonprofit organization meeting the eligibility in Section 8.5. “Creator Share” means the amount that would otherwise be payable to a Creator under Section 7 for the applicable period/content.

9. Control; Removals; Termination

9.1 Creator may remove any individual Content at any time via dashboard or written notice; Company will cease new distribution within 14 days; cached copies may persist on devices/CDNs for up to 30 days and in backups as required by policy/law.
9.2 Either Party may terminate this Agreement for convenience with 30 days’ notice.
9.3 Upon termination, Company will stop distributing Phuzzle Files derived from Creator’s Content and de-list associated pages within the period above.
9.4 Sections intended to survive (e.g., 1, 6.3, 7, 10–13) will survive termination.

10. Data; Privacy

10.1 Company processes analytics to attribute revenue fairly and improve Services; no sale of Creator PII.
10.2 Company will maintain a publicly available Trust page summarizing payout cadence, methodology, and total amounts paid to creators (aggregate).

11. Warranties; Disclaimers

11.1 Creator warrants they have all necessary rights to grant the license and that Content does not infringe or violate law.
11.2 Company provides the Services “AS IS” and disclaims implied warranties to the fullest extent permitted by law.

12. Indemnity

12.1 Creator will indemnify and hold harmless Company from third-party claims arising from Content that breaches Creator’s warranties.
12.2 Company will indemnify and hold harmless Creator from third-party claims alleging the Services (excluding Content) infringe IP.

13. Liability Cap

13.1 Except for willful misconduct or unpaid amounts due, each Party’s aggregate liability is capped at the greater of (a) amounts paid to Creator in the prior 12 months or (b) $1,200.
13.2 No liability for incidental or consequential damages to the extent permitted by law.

14. General

14.1 Independent Contractors.
14.2 Assignment. Neither Party may assign without consent, except Company may assign in connection with merger, acquisition, or sale of substantially all assets with notice to Creator.
14.3 Governing Law; Venue. Florida, US without regard to conflicts of law; courts/arbitration Orlando, Florida.
14.4 Arbitration (optional). If used, include JAMS/AAA rules and small-claims carve-out.
14.5 Entire Agreement; Amendments must be in writing (click-through updates with notice are acceptable).
14.6 Notices to support@phuzzlings.com; to Creator at their provided email.
14.7 Severability; Waiver.

Exhibit A – Revenue Attribution Method (Human-Readable)

• We attribute revenue to Creator based on coins spent by users tied to Creator’s Phuzzle Files using consistent, system-wide logic.
• We publish methodology highlights on the Trust page and notify creators before material changes.

Exhibit B – Prohibited Uses (Company & Users)

• No use of Content for model training, data mining for generative outputs, or resale outside the Services.
• No removal of attribution or metadata where present.
• No off-platform redistribution of full-resolution images without Creator’s express consent.